Which rights and duties do I have as a member of a cooperative company?

Joan Miró ArizaWhich rights and duties do I have as a member of a cooperative company?

Director of Augé Grup’s Legal Department Joan Miró answers:

Firstly, it should be noted that cooperatives are companies with legal personality, which unite natural or legal persons who intend to improve the economic and social situation of their partners, with full managerial autonomy, variable capital and internal democracy. For this purpose, they develop a collective-based business activity, in which mutual service and financial contributions of all partners tend to improve human relations and put all the common interests above any idea of particular benefit.

Any lawful economic or social activity can be the subject of a cooperative company, except those reserved by law to a particular corporate form or to a particular sector regulation.

It should be emphasized that the responsibility of social partners for social debts is limited to their contributions in the share capital, whether they are already disbursed or still remaining outstanding. However, the partner who exits the cooperative company must answer personally for corporate debts, after the exclusion of the social assets, for three years as of the loss of its status as partner, for the obligations undertaken by the cooperative company before its termination, up to the refunded amount of their contributions to the share capital. The bylaws may establish the method for the quantification and determination of this responsibility.

At this point, the members of a cooperative company are entitled to:

a) Participate in the completion of the purpose of the cooperative company.

b) Elect the positions of the organs of the company, and be elected to fill the mentioned positions.

c) Attend general meetings and participate with voice and vote in the adoption of all its resolutions and from other organs.

d) Request and receive information about on issues affecting their economic and social interests under the terms established by the bylaws.

e) Participate in the income of the cooperative company, if any, in accordance with the bylaws.

f) Receive the refund of their contribution, if any, to date in the case of termination or liquidation or transformation of the cooperative company.

g) Other rights arising from the legal and statutory rules and the agreements validly adopted by the governing bodies of the cooperative company.

h) Request and obtain voluntary resignation.

i) Receive the appropriate education and training pursuant to cooperative principles and values, or specific matters constituting cooperative activities, as well as participating in the inter-cooperation activities.

In the same vein, all members of the cooperative companies are required to:

a) Participate in the activities that constitute the object of the cooperative company and perform the cooperative activities in accordance with what is required by this law, the bylaws and other agreements that are validly adopted by the cooperative company.

b) Fulfill the corresponding financial obligations.

c) Attend the meetings of the bodies to which they are summoned, except for general meetings.

d) Fulfill the agreements validly adopted by the governing bodies.

e) Not to pursue activities that may compete with the social aims of the cooperative company or who collaborate with them, unless they are specifically authorized by the board of directors.

f) Maintain secrecy about all affairs and data related to the cooperative company as well as the disclosure of those that could affect their social interests.

In case of failure or defective fulfillment of its social obligations, cooperative members must respond before the cooperative company with their personal (present or future) assets, without prejudice to other types of responsibilities that are attributable to them.


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